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Biotech / Medical : Catalyst Pharmaceutical Partners -- Ignore unavailable to you. Want to Upgrade?

To: SteveR who wrote (74)	11/26/1997 2:53:00 PM
From: SirAlexx	Respond to of 116

What do you figure this is all about?; PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 26, 1997 COMPSCRIPT, INC. Up to 662,341 Shares-Exchange Offer of Common Stock, par value $.0001 CompScript, Inc. (the "Company") is a Florida corporation that is a comprehensive provider of pharmacy management services. On the terms and conditions set forth in this Prospectus, the Company hereby offers to exchange (the "Exchange Offer") up to 662,341 shares of its common stock, $.0001 par value per share ("Common Stock") for 169,902 shares, constituting all of the outstanding minority equity interests (the "Minority Interests") in the Company's 92% owned subsidiary, CompScript- Boca, Inc. (the "Subsidiary"). The Exchange Offer is being made to enable each of the 76 holders of the Minority Interests (a "Minority Holder" or "Offeree") to (i) acquire Common Stock of the Company on the same terms as former shareholders of the Subsidiary who exchanged their shares in the April 1996 share exchange with the Company (which was known as Capital Brands, Inc. at the time of such exchange) and (ii) diversify and increase the liquidity of their investments. See "The Exchange Offer - Purpose and Background of the Exchange Offer." Each Minority Holder will receive 3.898373 shares of Common Stock for each share of Subsidiary Common Stock (the "Exchange Value"). The Exchange Offer is being made for any and all Minority Interests and no minimum aggregate number of Minority Interests must be tendered for the Exchange Offer to be consummated. The Exchange Offer expires at 2:00 p.m., Fort Lauderdale, Florida time on ___________, 1997 (the "Expiration Date"). See "The Exchange Offer - Terms of the Exchange Offer; Exchange Period." Upon the consummation of the Exchange Offer, and assuming Offerees elect to receive Common Stock in exchange for all Minority Interests, the Company will own 100% of the outstanding equity interests of the Subsidiary. Each Minority Holder has the option of rejecting the Exchange Offer described in this Prospectus. In such event, each Minority Holder will continue to hold his or its Minority Interest with the same rights and obligations attendant thereto as existed prior to the Exchange Offer. See "Risk Factors - Effect of Exchange Offer on Nonparticipating Offerees" and "Comparison of Common Stock and Minority Interests." Offerees electing to participate in the Exchange Offer will become owners of Common Stock in the Company and will be subject to the risks attendant thereto. See "Risk Factors - Company Risks."

To: SteveR who wrote (74)	11/26/1997 2:58:00 PM
From: SirAlexx	Read Replies (1) \| Respond to of 116

more; The following risks are associated with the ownership of Common Stock in the Company. /bullet/ The growth of the Company's business may require additional investment to finance its operations and development. These activities may be financed in whole or in part directly by the Company or its existing or future subsidiaries, through debt or equity financings, or other arrangements. Failure to obtain any required additional financing could adversely affect the growth of the Company. /bullet/ The pharmacy management business is highly competitive. Many actual and potential competitors have greater financial, marketing and other resources than the Company. No assurance can be given that the Company will compete successfully. THE EXCHANGE OFFER Securities to be Exchanged The Exchange Offer is an offer to exchange up to an aggregate of 662,341 shares of Common Stock in exchange for Minority Interests in the Subsidiary, in which the Company owns approximately 92% of the outstanding equity interests. See "Exchange Offer - Securities to be Exchanged." Terms of the Exchange Offer 3.898373 shares of Common Stock will be issued for each one share of Subsidiary Common Stock tendered for exchange. No fractional shares will be issued. Any fractional shares will be rounded (upward) to the nearest whole share. See "Exchange Offer - Terms of the Exchange Offer." Neither holders of equity interests in the Company nor the Subsidiary are required to vote in connection with the Exchange Offer. Because each Minority Holder's participation in the Exchange Offer is voluntary, Minority Holders will not be entitled to exercise any dissenter's or appraisal rights in connection with the Exchange Offer. Purpose and Background of the The Company anticipates achieving Exchange Offer certain benefits from the simplification of its corporate structure, such as (i) enabling the Company to more clearly present its operations to prospective